With or Without You
by Cliff Zingler
Summary: UPDATED "She doesn't know what she does to me". A Blair/Chuck fanfic, with some interesting twists. Starts after Episode 13. R&R please - more updates to come!
1. Chapter 1

**With or Without You  
**_By: Cliff Zingler  
_**Chapter One**

* * *

Last night was a night to forget, according to Chuck Bass. He woke up from a particularly restless night, his head pounding from having one too many drinks at the bar downstairs. He stumbled out of bed, walking over to the bathroom, but stopped as he caught a reflection of himself in a nearby mirror. 

_I look like hell._

His eyes were bloodshot, probably a mixture from the drinks and lack of sleep. His dark, chestnut brown hair struck out in every direction imaginable. He sighed, thanking God that it was the weekend. School was not an option right now.

All of a sudden, there was a faint knock on the door.

"If it's room service, come back later. If it's Nathaniel, I don't want to talk to you now. If it's Lexie, Alex, or Jamie, well… frankly, I'm not in the mood," he groaned. But the knocking persisted, steadily growing louder. Chuck grabbed his striped robe that hung from his door and covered his scantily clothed self. When he finally opened the door, it took a few moments for his eyes to return to their normal size.

"What are you doing here?" he smirked, indeed wondering why Blair Waldorf had been knocking on his door so early in the morning, or rather, the afternoon. He gulped, trying very hard not to notice how delicately beautiful she looked, her dark curls framing her face, her trademark headband with it.

"You know, it is rather early, but if you'd like a quickie or something – "

Before he could finish his sentence, she slapped him hard across the cheek.

"That was for last night, for treating me the way you did. Because I am not worthless. I am better than you or Nate will ever be. If it weren't for Serena, I would be in France with Daddy and Roman right now. But I'm not going to run away from something like this. I'm a Waldorf, not a Bass, who flies away to Monaco because he got rejected."

That hit a soft spot for Chuck, who was growing more and more surprised by the minute at this new, vivacious Blair.

_Oh, she was like this all along. I was the only one who could get her riled up like this._

"Look, Blair, about last night…"

"I don't want to hear it. Knowing you, it's going to be a lie, anyway."

She turned to leave, but he grabbed her hand. She instantly recoiled, disgust written all over her face.

"Don't touch me!"

"Blair, wait. Have a drink with me. We need to talk…"

"No. I'm through Chuck. This isn't some joke. You ruined my life. You'll regret it, and be sorry." She stalked out of the room, slamming the door shut behind her.

"That went well. Jesus," Chuck muttered, scratching his head and walking over to his bar to make himself his specialty drink.

"She doesn't know what she does to me," he murmured, quickly chugging down the thick green liquid that burned on the way down his throat.

* * *

Blair hardly knew what she was getting into when she found herself banging on Chuck Bass's door, but she knew one thing: she was done running away from her problems. She was tired of running, tired of lying, tired of hiding. But something inside made her hesitate before she knocked on his door. 

_I'm not going to do this anymore. He hurt me, both him and Nate._

She was determined to stand her ground when she got to Chuck's suite. After everything he said to her, after everything he had put her through, how could she do anything but hate him?

"_I don't see why anyone would want you…"_

She was right to do what she did, to confront Chuck. She knew she was right.

_Then why do I feel so down?_

* * *

Chuck held his hand up at his driver's question. 

"No, James. I'm going… I'm going for a walk."

"A walk, sir?"

"Yes, you know, where you use your own two feet to move about? I'll be back in a little while. I just need to get out of here."

Without another word, Chuck wrapped his scarf tighter around his throat, the bitter winds cold against his face. He wandered wherever his feet took him, unsure of his destination. But he had to get out of the suite. He was… confined… trapped… He whipped out his cell phone and searched through his numbers to fins someone to call. But there was no one. His ex best friend, Nate, had turned against him and wanted nothing to do with him. Serena was no doubt with Brooklyn, and wouldn't appreciate getting a call from Chuck Bass, famed womanizer. He really wasn't in the mood for the usual girls – they just didn't hold any appeal to him anymore. He stopped when he saw Blair's number.

It was obvious, now that he thought about it. They were bound to wind up together. During Blair's on and off relationship with Nate since kindergarten, Chuck recalled Blair spending more time with him than her own boyfriend…

"_Chuck, why isn't he calling? This isn't like him – he always calls me to say good night!" Blair whined into the phone. Chuck sighed loudly, pausing a very mature video at he listened to his friend complain yet again._

"_Is that why you called me, Walforf? Because your Prince Charming didn't cal you?"_

"_Oh, I'm sorry. Did I interrupt your porn extravaganza, Chuck? Well, you can pause it for a little while, you pig."_

"_Oh, you know you like it Blair," he chuckled, not at all surprised that she knew exactly what he was doing._

"_But Chuck, why didn't he call? He always calls. You're his best friend. Where is he?"_

"_How am I supposed to know that, Blair? He's probably asleep – you know how busy he's been lately, studying and trying to get his grades back up," Chuck replied, knowing full well that his best friend was probably off somewhere mooning over Serena's disappearance. Honestly, the boy was ridiculous. _

"_But it's not like him.."_

"_Look. I'll be over there in a few, ok? We can watch your favorite movie – Breakfast at Tiffany's."_

"_Chuck, don't worry about it…" _

"I'm on my way." 

It all made sense now. He had been falling for her for years now. And there was nothing he could do about it.

"Erghhh. Why?" he groaned, shutting his eyes tightly for a moment.

"What the hell am I doing?"

* * *

"Dan! Stop! I'm trying to focus!" Serena giggled, swatting his face away. 

"Focus on what? Shakespeare? You?" he joked, stealing a kiss before she slapped his lips away.

"In case you've forgotten, Mr. Know-It-All, we've got a huge test on Shakespeare Monday. And I for one am going to try and study! Now, go get me a caramel latte, please?" She smiled as he unwillingly got up. As we was walking over to the bar, he noticed a familiar figure outside the café's window.

"Uh, Serena? Since when does Chuck Bass walk?"

"What?!" she nearly jumped out of her seat, walking over to the window next to Dan.

"What is he doing?" she scrunched her eyes, bewildered at the sight of Chuck walking down the street. She reached for the door, but Dan placed his hand over hers.

"What? I wanna see what he's up to."

"Serena, don't. As much as we all love your good intentions, he doesn't seem so eager for company – especially us." Serena sighed, shrugging her shoulders and slowly turning away from the window and back to the mountain of Shakespearean volumes that were lying on the table.

"Fine, let's get back to studying. But I still wonder what he's doing, walking around in the cold like that."

* * *

A/N: And there is chapter one. Please review, and let me know what you think. I've written a few chapters after this, but I'm not exactly sure where it's going. We shall see. I'll keep posting if you all stay interested! 

cheers


	2. Chapter 2

* * *

**With or Without You  
**_By: Cliff Zingler  
_**Chapter Two**

* * *

Monday. The day that everyone had been dreading since the events of last week. Blair, because of her dethronement and ostracism from her society. Nate, because of the loss of his best friend and girlfriend. Chuck, because of his anxiousness to see Blair again. Serena, because of her best friend's sudden change in status. Even little Jenny Humphrey was not looking so forward to school; she was curiously terrified at what would happen now that Queen B had been dethroned. 

Blair looked up at her ceiling, drowsily relaxing in bed. She had quite the restless night, so nervous was she about today. She took a deep breath, exhaled.

_I can do this. I'm a Waldorf. Nobody's going to scare me off. Not this time._

Her cell phone beeping woke her out of her reveries. It was from Serena.

"_Good morning, Sunshine! I'm coming to pick you up later so we can go to school together. No questions about it! – S"_

Blair smiled, sighing in relief. At least she had one friend no matter what.

A little over an hour later, Blair heard a knock on her door.

"B, it's me!" Serena exclaimed, bursting through the door, all smiles. Blair took one last look at herself in the mirror. She left her hair curly today, with a green headband securely in place. Her nails were perfectly manicured, her make up just right. She looked up at Serena.

"Well?"

"You look great B. Really, you do."

"I won't let them see me crumble, S. And you're going to help me, right?" the desperate look in her eyes made Serena frown.

"Of course B! Now hurry up! Dan's waiting downstairs."

"Brooklyn's here? Doesn't he live on the other side of the tracks?"

"His name is Dan, and he spent the night at my place. We studied really late for that Shakespeare test – which is today."

"I bet you did," Blair snorted.

"B!"

* * *

Chuck stumbled out of bed, tightly shutting his eyes from the sunlight blasting in through the windows.

"I'm… going… to… kill… room… service…" he muttered, stretching lazily. He was in mid-stretch when his phone beeped off and on. He reached for his phone, and, flipping it open, his eyes flew up in surprise.

**_Gossip Girl here. So it seems that Ex Miss Queen B is all smiles today, with none other than her fellow confidante, Serena Van der Woodsen. Why so happy, B? Didn't a dethronement just take place for you?_**

Chuck laughed aloud, not at all fooled by Blair's fake smile and plastic eyes. He knew it was all a façade. He knew that Blair was putting her all into it to keep from crumbling to pieces.

"Well, this is gonna be an interesting day…" he sighed, grabbing a shirt and heading to the bathroom.

* * *

"What is she doing here?"

"I'm surprised she even bothered to show her face today."

"She'll be checking out by second period…"

Blair ignored the whispers and mutters that surrounded her as she, Serena and Dan walked towards the school together. When they reached the steps, Blair stopped for a moment: there they were, Hazel, Kati, Isabel, and little Jenny Humphrey. They were laughing and talking – probably about Blair's arrival.

"Come on, B," Serena tugged at her friend's arm. Blair shook her head.

"No. You guys go ahead. I've got some unfinished business to take care of." And with that, she stuck her chin up and walked determinedly towards the girls. She walked at a quick, steady pace. No room for mistakes.

_Not this time._

As she got closer to the group of girls, she could hear their voices.

"Well, well. Look who's back. Little Miss dethroned Queen B," Hazel scoffed, hoping to stop Blair dead in her tracks.

"Morning girls. Still trying to be popular, but failing miserably, I see," Blair replied cheerfully, a malignant glint in her eye. She continued walking up the steps.

"At least we don't sleep around with two best friends within the week," Hazel jeered. The rest of girls were silent, still unsure of what to say or do.

"At least I don't blindly listen to whatever Gossip Girl says like a bunch of fools," Blair replied airly, not once turning back.

_Keep going. Almost to the doors._

Hazel turned back to the rest of the girls, bewildered.

* * *

He was standing outside, waiting. He took another whiff of his cigarette before finally crunching it to the ground. He really did need to kick the habit. He had his scarf more casually wrapped around him than last time, trying to feel more at ease.

It wasn't working.

Out of the corner of his eye, he caught Blair and the others. He made no move to walk over there – the last thing he wanted to do was get in the middle of a cat fight. But it looked as if he didn't have to worry – Blair was calmly walking past them without a second glance.

_She's got spirit. Without a doubt._

It was strange. Chuck was used to being quiet and keeping to himself, but not like this. Before he refused to speak to anyone. Now… everyone refused to speak to him. He didn't like it, the need to be with people. He had never before felt it until now, when there was no one to turn to. No Nate, no Blair…

Blair.

He looked up, only to see that she was gone.

"Damnit. What is wrong with me?" he muttered under his breath. He wasn't some love sick fool. He couldn't be! He was Chuck fucking Bass. He shrugged his shoulders, shaking the cold out of him as he walked into the school, not looking forward to first period. He knew he should have looked over Hamlet a bit more…

* * *

No one had ever felt as tense as they did in first period during the test. Everyone sat stiff, waiting for that ticking bomb of tension to suddenly go off at any moment. Blair sat, chewing on her pen, having been stuck on the same question for over five minutes. Honestly, who cared about Ophelia's suicide when Blair had a reputation to rebuild? Chuck kept tapping his foot, anxious. He found himself constantly looking at Blair out of the corner of his eye. Shakespeare was the last thing on his mind, when he had Blair's long, dark curls falling into her eyes, Blair's plump red lips gently sucking on her pen tip, Blair's petite, bare legs lightly rubbing against each other.

Serena looked up suddenly, stealing a glance out the window, desperate for the class to be over. As her gaze wandered, her eyes focused on an interesting sight.

_What is Chuck doing staring at Blair like some lovesick fool?_

She watched him for a few moments, half amused, half bewildered. And then it hit her. Chuck's been falling for her! Serena snorted, attracting some rude stares from those around her. She quickly turned her snort into a deep cough. After a few minutes passed, she glanced back up at Chuck. Pity slowly formed in her eyes as she watched him quietly admire Blair. She watched as he tapped his foot incessantly, a flicker of frustration in his face. His eyes never left Blair, his test long forgotten.

The bell rang. Several students muttered angrily under their breaths, complaining of not having enough time. Chuck woke out of his reverie, his habitual scowl swept over his features as he calmly walked out of class. Serena quickly bubbled in the last few answers as she got her purse and jacket and left the classroom, finding Dan waiting outside for her.

"So, how'd you think you did on the test? All that extra studying help?" he asked, wrapping an arm around her waist.

"Yeah, it was fine. I was a bit more concerned about something else," she replied candidly.

"Oh? What?" Serena nodded in Chuck's direction. Dan raised his eyebrows.

"I better go. There's something I should probably do, if I'm anything of a friend to Blair," Serena sighed, lightly kissing his kips, pressing her hand against his own.

"See you at lunch?" she smiled.

* * *

Chuck happened to be enjoying a whiff of yet another cigarette (he was already up to four, and it wasn't even noon yet) out in the courtyard when he saw a pair of long legs in front of him.

"Well, well. What do you want, Van der Woodsen? Where's Brooklyn? I'm sure he's looking for you," he smirked, exhaling the smoke into the crisp air.

"Funny. You know, you and Blair are the only ones who continue to call him that. Speaking of Blair, way to not be obvious at all," she said, rolling her eyes.

"What are you talking about?" Chuck avoided her demanding eyes. Serena grabbed his chin to meet her eyes.

"I'm not dumb, Chuck. And neither is anyone else who watches you carefully enough. So how do you think you did on that test, staring at Blair the whole time as if you would eat her up?"

"I don't know what you're talking about," he scoffed, brushing her hand away from his chin.

"Chuck – you're not over Blair. You're still completely into her, despite everything you told her a few nights back – "

"You don't even know what you're talking about, Van der Woodsen," he exclaimed, abruptly turning away to walk back towards the school.

"I know that you're the only one she's spoken to since that night," Serena said softly. Chuck stopped dead in his tracks, whirling around to face her.

"What?"

The bell rang again. Serena wrapped her jacket tighter around her.

"Look, we both have to go to class. Meet me after school at the Palace bar, say… 4:30? There are some things you should probably know."

"Whatever, Van der Woodsen. Like you'd want to help me."

"I want to help Blair."

Before he could reply, she walked through the school doors, leaving Chuck outside in the cold, alone.

* * *

Chuck couldn't believe what he was doing. It was exactly 4:42, and here he was, sitting and waiting for Serena at the Palace downstairs. He took another sip of his scotch, apprehensive.

"I knew you'd come," Serena said, taking a seat next to him. "I'll have a vodka tonic, please," she smiled at the bartender.

"Took you long enough. I hate waiting," he muttered.

"Figured I'd give you a little taste of your own medicine," she shot back, taking a small sip.

"Alright, fine. Now, why am I here? Besides the fact that this is where I happen to live."

"So why exactly were you staring at Blair the whole class period? I know you weren't trying to copy her answers," she murmured.

"You think you know everything, don't you Serena? You and your perfect little world, with your perfect boyfriend."

"My life is far from perfect, Chuck. But I do know that you're not over Blair."

"Oh yeah? Enlighten me then." Serena turned in her seat to face him.

"You've been falling for her for years now, but you never had the courage to say anything once Nate got a hold of her. So you turned to becoming a womanizer subconsciously hoping that you'd move on. But then there was that one night at Victrola, after she and Nate had broken up for the billionth time, and she kissed you, and then some. And from there on, you've been hopelessly, desperately, unwillingly falling for her, but you're too damn stubborn and proud to get over yourself."

Chuck sat there, speechless for a few moments. Serena smirked knowingly.

"I'm good at reading people, Bass. What can I say?"

"Well, damn Van der Woodsen. Who would have thought there was a brain hidden underneath all that blonde hair?

"But I'm not finished. 'Cause see, you really, really hurt Blair. You're the reason she almost left for France, had I not been there to convince her to stay. You were the only one whose opinions she really took seriously, because you're the only one she really wanted."

"But Nathaniel…"

"Oh, come off it Chuck. You and I both knew it was useless, their on and off relationship. She didn't want him. She wanted the security he brought, though we both know how that turned out."

"True. So, why are you telling me all this?"

"Because, thought you and I don't always see eye to eye, we both care about one thing for sure – Blair. But this is where I'm not sure what to do."

"What do you mean?"

"You hurt her, Chuck. You broke her heart. You don't deserve her."

"Goddamnit, Serena! Did she tell you how she hurt me, by using me and then running back to him?! Everytime?!" Chuck banged his fist on the bar, attracting a few stares.

"Yes, I know that Chuck. But you have to remember who we're talking about here. It's Blair. Half the time, she doesn't fully think things through," Serena murmured.

"You can say that again," Chuck snorted.

"Chuck – no sneering, for once! Ech. Sometimes, I can't help but wonder what she sees in you."

"Well, it can't be my irresistible charm, heh," Chuck sighed, running a hand through his hair. Serena say back for a moment, taking a good, long look at him. He slowly turned towards her as he felt her gaze on him.

"What?"

"You really do like her, don't you?" she whispered.

"You think?" he took his last sip of scotch before raising his glass for another. Serena pushed his hand back down.

"First off, if you want me to help you, you need to lay off the heavy drinking and smoking. It's disgusting," she said, swiping the glass out of his hand.

"You… help me?" he questioned, growing more and more confused.

"I'm going to help Blair, and in order to do that, I need to help your, as well. So step one: apologize, and mean it. Step two: befriend her again. She needs friends she can trust. I think she's getting a little tired of hanging with Dan and me all the time."

"Yeah, who wouldn't?" Chuck muttered under his breath, only to receive a slap on the head.

"And step three: if you want me to help you, quite making fun of Dan!" she stood up t leave.

"What does that have to do with anything?" she softly placed a hand on his shoulder.

"Because you can't do this alone."

And without another word, Serena quickly strode out of the bar, mumbling something about meeting up with her mother. Chuck laughed to himself, standing up to stretch, when his phone went off. He flipped it open, his eyes widening.

_**Gossip Girl here. What's this – a new romance in the bloom? The notorious C and ex partier S having an outing together – alone? Oh, do tell S! And where is Lonely Boy, anyway? **_

Chuck groaned.

"This is gonna get interesting…"

* * *

A/N: Another chapter done. Made this one a bit longer - hope you all enjoy. Remember to keep up with the reviews - they are much appreciated, thank you!

cheers


	3. Chapter 3

**With or Without You  
By: Cliff Zingler  
Chapter 3**

Blair couldn't believe it

Blair couldn't believe it. No, she wouldn't believe it. Had she really seen what she thought she had seen? _Serena… hanging with… Chuck?_ She shook her head. Gossip Girl had to be wrong this time. There was no way. Blair went back to her Algebra homework, looking for her calculator. But she found that she was having trouble concentrating on her homework. She reached for her phone and began to send a questioning text to Serena, when there was a knock on the door. Blair tossed her phone on the bed.

"Come in."

Serena burst in the room, quite out of breath and red in the face.

"Hey! B – don't believe anything Gossip Girl says! I…"

"Relax, S. It's fine. I learned the hard way not to trust Gossip Girl so much anymore," Blair smiled. Serena's eyes widened in surprise.

"Oh."

"But really, I am curious… what were you doing with Chuck, anyway? I know you're not his biggest fan…" Blair asked, trying very hard to keep her suspicions in check. After all, Serena had helped her out more times than she could count.

She had also hurt her nearly as many times.

Serena said nothing, shifting back and forth on her feet. An extremely awkward silence followed.

"Well?"

"I can't really tell you, B, but – "

"Can't really tell me? Why the hell not?! Aren't I your best friend?!"

"Yes, Blair, but – "

"But what?! We had promised – no more secrets! We promised that day when I found you reading at the park. Whatever happened to that, huh?"

"Blair, I – "

"Out! Get out! I don't even want to look at you if you can't talk to me!" Blair shrieked, tears forming in her eyes as she turned away from her friend. Serena strode over to her grabbing her shoulders, forcing Blair to look her in the eye.

"Blair, calm down! Listen to me for a second before you jump to all these insane conclusions!" Serena gave her friend a good shake.

"I'm not after Chuck, Blair," she whispered, watching Blair's dark brown eyes widen, filling with even more tears. Serena could have sworn she had seen a bit of hope swirling around in those eyes of hers. Blair's jaw hardened.

"Why would I care what you do with Chuck? I was just thinking of Brooklyn. We all know how hopelessly in love he is with you," she replied, nearly jumping out of her bed, heading towards the bathroom. Serena crinkled her eyebrows in confusion.

"Since when do you care about Dan?"

"Since I've been around you guys nonstop – I never really noticed how much you guys cared for each other," Blair called from the bathroom as she rummaged through her drawers in search of her brush.

"That's what happens when you fall in love," Serena murmured.

"What was that?" Blair poked her head out of the doorway. Serena looked up and smiled.

"Nothing. So you and I need to talk about some things."

"Like?"

"Your role in society, for one thing."

"What about it? For once, I don't want to think about it," Blair groaned as she walked back into the bedroom. She avoided Serena's curious eyes.

"Blair, look at me! This is serious – I know you're unhappy…"

"Do you?" Blair shot back, her eyes cold.

"Yeah, I do," Serena whispered. Blair suddenly realized how biting her words had been. She walked over to the bed, and wrapped an arm around her.

"I'm sorry, S. I didn't mean it like that. It's just… been really hard, you know? But I'm glad you're here."

"You know, Blair," Serena inched closer to her, mentally crossing her fingers, "there are other people who want to be there for you…" Blair's head snapped up.

"What are you talking about?" Serena smiled, a mischievous gleam in her eye.

"All I'm going to say, is that, while it's good to keep a clear head on your shoulders, you have to trust your instincts, and know that you can trust some of us, even some of those who really hurt you."

"What are you talking about?" Blair repeated, her eyes narrowing, clenching her fists subconsciously.

"Just think about what I said, alright? I gotta go – Mom wanted me back at the Palace early tonight – something to do with Bart, blech," Serena shuddered at the thought. She gathered her things and headed for the door. Blair remained silent, taking in Serena's words.

_What was all that about?_

* * *

Monday going on Friday. Or so Blair wished. But it was only Thursday, and the day couldn't go by any slower for her. She sat impatiently in her seat, staring at the clock. It was the longest two minutes of her life. She hadn't quite forgotten what Serena told her a few days back. But she was still unsure of what to think. She let her mind wander a bit, taking care not to let her emotions get to the best of her.

Lost in her thoughts, she hardly realized the bell had even rung, and it wasn't until she noticed the others students getting up around her that she shook herself out of her reveries. Blair quickly grabbed her books and purse and walked, head cast down so as to avoid any sneers, out of the room, bumping into the last person she had expected to see..

"Blair!" She looked up into his deep eyes, but before she could say anything, he leaned down to pick up one of the books she had dropped.

"Nathaniel. To what do I owe this pleasure?" she sniffed as he handed her back the book. Nate stuck his hands in his pockets, shrugging.

"I… I wanted to talk to you…"

"Talk? About what? I've think we've already discussed enough last week, wouldn't you say?" she started to walk away, only to feel his hand lightly grabbing her arm.

"Blair, wait… Hang on a second, would ya?" She turned around, clearly waiting for him to continue.

"Well?" Nate took a deep breath, running a hand through his dark hair.

"Well… I've been thinking that… maybe we were a little hasty, in doing what we did…"

"We? There is no 'we' in this, Nate. I wanted to work this out. I wanted to stay together. _You _wanted to get the hell away from me, like I was some used laundry that you wanted to get rid of!? Blair exclaimed, earning a few glances from the passerbys in the hall. Nate again grabbed her arm, leading her outside to the courtyard.

"You're right. I screwed up. I'm not perfect, Blair. But… I can't stop thinking about you. Ever since that day, I've been thinking, and trying to get the courage to talk to you, to apologize for what I said, for everything that I've said," he replied, searching her eyes for some kind if answer. Blair was, for once, speechless. Who would have thought that the Tormented Little Rich Boy could finally get the guts to apologize?

"Nate, I don't know…"

"I'm not asking you to do anything right now. I just… I wanted to apologize, and I'm hoping that we can, you know, start over… as friends. 'Cause I really do miss seeing you Blair," he finished quickly. Blair thought for a moment.

_Didn't Serena mention something about learning to trust again?_

_But was she talking about Nate when she said that?_

Blair mentally shook her head, more confused than ever. But she was tired of being alone, tired of being shunned from society.

"Okay, Nate. It's fine. Let's just try and forget this happened, and start over. As friends," she emphasized her last few words, her eyes narrowing.

"As friends."

* * *

"AS FRIENDS?!"

Chuck wasn't happy. No, he was angry. No, he was absolutely seething.

He paced furiously about his suite, trying very hard not to hurt something. He couldn't even look at his phone, the message from Gossip Girl was too much for him at the moment. All he wanted to do want punch the hell out of his pillow. Why did he listen to Serena? She didn't know anything, anything!

_**Gossip Girl here. So it seems that, yet again, there is to be a rekindling romance between Ex Queen B and her once knight in shining armor, N. But who's really surprised? You're not fooling us, B & N, with your "as friends" routine. We'll give about three weeks until they break up again.**_

As if by magic, his phone started to ring. Chuck picked it up, surprised to see that the Caller I.D. was actually Serena. He sighed, taking the call.

"What do you want?"

"Don't listen to Gossip Girl. I'm going to figure this one out. I'll update you on what's going on later."

Without getting a chance to reply, Serena hung up, obviously in a rush. Chuck groaned.

"What the hell am I getting myself into?!"

* * *

"AS FRIENDS?!"

Serena was on the verge of tears, she was so frustrated with her best friend right now.

Blair stared at her from her bed, utterly bewildered.

"S, I thought you'd be happy for me… You're the one who told me I needed to trust more…"

"Yeah, trust _the right people!!"_ Serena exclaimed, throwing her hands up in the air. She sighed, shaking her head.

"I don't understand. Who are you talking about then, if not Nate? I mean, we've been together since kindergarten, well, off and on, anyway…" Blair trailed off.

"Which is exactly the reason why you two are completely wrong for each other, B! Think back on those years. Could you honesty say you were happy with him?" Serena questioned, sitting down next to her friend on the bed, crossing her legs absentmindedly. Blair's brow furrowed in deep thought for a moment or two, thinking back on the memories..

"Sometimes, I think so, yeah. I don't know, S. I'm just so tired of being alone. I'm so tired of everyone shunning me out! And when Nate and I ran into each other, and started talking, I don't know… it just… seemed like everything was going to be okay…"

Serena sighed, grabbing her things and heading towards the door.

"Well, you know best – it's your life, after all. Just do one thing for me: think this through, and make the right choice, because there are others out there who are more worth your time than Nate."

After Serena left, Blair's eyes started to water.

"What the hell am I getting myself into?"

* * *

A/N: Sorry about taking so long to update, everyone! Things have been really hectic and stressful lately, and I finally finished this chapter - am working on the next one also! Please review, and enjoy!

cheers


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